Mana Force
by slysuccess
Summary: What would happen if Ben's first meeting with Verdona went differently? A.U. Bwen warning. First story. I accept constructive criticism.
1. Chapter 1

**Don't own Ben 10**

Ben, Gwen, and Kevin were sitting on the roof of Gwen's house. Gwen was presented the opportunity to go to Anodine with Verdona to learn to control her mana. The gang just finished their opinions on the subject. Gwen then got up and ran downstairs to see Verdona dancing to music and a disco ball. "Thanks for the offer Grandma buy I want to stay on Earth with my friends and family." Verdona stopped and stared at Gwen with a slightly angered expression She snapped her fingers and the music stopped and the disco ball disappeared " But you don't really know what you really are, we belong on Anodine among our kind. Let me show you.", Verdona said. Mana then burst from her eyes and mouth then completely encased her. The light from the mana died down and Verdona's skin and clothes lied crumpled on the ground. Floating above it was Verdona in anodite form. "See, just a disguise. This is what it means to be an anodite. We are pure energy and draw energy from the mana around us." Verdona's voice also changed to a one that holds power. "That's kinda cool" , Ben said from behind Gwen. Kevin just looked at him.

"You're just too young to make up your mind. Let me help you. I'll destroy your body and free the anodite inside you. It'll be fun and you will be able to think much more clearly." The gang was shocked. "Destroy my body?!" , screamed Gwen. " come on, you'll like it." Ben and Kevin stepped in front of Gwen. " She said no Verdona." said Ben. "Another dance boys?" said Verdona as she blasted them through the wall of the house and landed outside. Gwen then started throwing mana balls at her but they were futile. Verdona used her energy tendrils and tied up Gwen's arms and legs. Gwen struggled but couldn't break free. She then started charging up mana at an alarming rate. Ben who was coming to, saw Gwen's predicament. Without even thinking about using the omnitrix he ran in her direction. He needed to save the one he loved secretly more than a cousin. Not that he would tell her. "You'll like it Gwen, I promise" , said Verdona as she finished gathering mana.

As Ben reached Gwen he jumped in front of her, just as Verdona released a powerful beam of mana. It hit Ben square in the chest and then exploded causing Verdona and Gwen to fly back. Kevin was getting up when something hit him on the head. He looked down and saw the Omnitrix. He picked it up and looked around frantically trying to find Ben. He found Gwen lying next to him but no Ben in sight. "Gwen, where's Ben and how did his watch ccome off?"

Right in the spot where Ben was hit was an anodite lying unconsiouse. Verdona looked at the anodite with s smile on her face thinking it was Gwen. "Ben!" , Gwen screamed. Gwen and Kevin got up and ran to the spot of the explosion. Verdona lost her smile when she saw Gwen running toward her in human form. _Didn't i destroy her body. If Gwen is over there then who is this?", _she thought. As she sensed the anodite's mana her face turned to shock, and then joy.

As Gwen and Kevin saw the anodite on the ground they stopped. "Ben?", Gwen asked. She walked over to its prone form. "Looks like Ben had the spark after all", said Verdona which drew shocked faces from Gwen and Kevin. Gwen's parents ran outside and hugged her, while asking about her condition. Ben grunted as he began to awake. He felt different. More powerful He felt energy flowing through him. He for the first time in his life, felt mana. Ben got up on his knees and looked around him. The gang, Gwen's parents and Verdona were staring at him. "I feel weird, and what's wrong?" Ben asked. Gwen, still with a shocked expression on her face, pulled out her makeup pad and showed him his reflection.


	2. Chapter 2

**Don't own Ben 10**

**"alien talking"**

**"Awesome, a new alien for the omnitrix!"** Ben screamed. Even better that it was an anodite. After seeing what Verdona can do then this was bound to be the best one.**"Wait, where's the omnitrix symbol." **said Ben as he searched his glowing purplish pink body. His search was interrupted by Kevin. "Tennyson i'm holding the omnitrix. How did it come off? Can you change back?" **"This is great! Now I have two buddy anodites with me!" Verdona said excitedly. "Grandma, I'm still human. The omnitrix is just on the fritz again. I'll eventually change back." "No you won't. I destroyed your human body so you are no longer human." Verdona answered with happiness.**

"What?!" it was Gwen's parents. "How will we explain this to your parents Ben!?" **I feel like I don't care. I really don't care. Why do I feel this way? I've never felt this way before! I also feel free. I want to go on an adventure! What's happening to me? "Anodites are free spirited and adventurous. Lesser beings won't understand." **Verdona answered. **"Good to know." Ben said. **"Ben, what about the omnitrix?" asked Kevin. **"You or Gwen could wear it.** "Ben, I'm calling your parents." said Gwen's mother as she ran inside.

_30 minutes later_

"Is my boy OK " said Ben's mother as she ran through the front door with her husband. After getting a call about how Ben had went through a drastic change, they rushed to the house as fast as possible. While they were coming to the house, Ben and Verdona were having interesting conversations about Anodine and anodite powers. Gwen and Kevin also noticed a change in Ben's personality. Before, he was always joking around and was rarely serious, but now he is always excited. Human Ben was like a teen-aged, male version of Verdona. But now it was like they were siblings.

"He's in the living room, come." said Gwen's father. As Ben's parents entered the room they were greeted to the site of an unknown male anodite floating and conversing with Verdona, Gwen and an unknown black haired teenager staring at said anodites, and Gwen's mother scowling at her mother in law. "Ben, is that you?" Ben's father whispered/gasped. **"Hey mom, dad! Look at me, i'm an anodite!" **Ben said as he twirled in the air. Ben's mother stared in total shock. Here was her son, turned alien, who seemed happy about it. "Ben, did the watch turn you into an alien?" Ben's father asked, hoping the watch did turn him into an alien.

**"No son, Ben is no longer human but an anodite! Isn't this great?" **said a happy Verdona. "Mom?!" Ben's father asked. "What are you doing here?" **"I came to think about the great memories Max and I had, but it turns out Ben and Gwen here have the spark!" **said Verdona, who was still beaming with happiness. **"I destroyed Ben's body and now his inner anodite is out." **"My boy, are you OK?" Ben's mother asked with worry.** "OK? I feel great! I've never had so much fun in my life!" **"This wasn't supposed to happen! You took off the watch! You were supposed to have a normal life! Not one filled with fighting aliens!" Ben's father said angrily.

**"My life was never normal from the start dad and you know it. Alien heritage is not normal." **Ben countered. **"Besides, i'm happy the way I am now. I feel awesome and powerful. Also I think the change gave me increased brain power." **"This is a lot to take in." said Ben's mother as she leaned on a wall.

**AN: Hope you like Ch. 2**

**Chapter 3 will be done soon.**


	3. Chapter 3

**Don't own Ben 10**

**"alien talking"**

Ben stirred in his bed. He couldn't sleep, not after what happened tonight. Also, his bed felt weird, heck everything felt weird, well except felt natural. He just wanted to fly around the city, so he did just that. Ben opened his window and flew out into the night. It felt nice; the wind flowing against his mana-tendril-hair-things on his head. _**"I really should ask Grandma Verdona what these things are. I'll do it later, maybe I can pay Gwen a**_**_ visit._"** He thought. With that, he flew in the direction of Gwen's house.

_Gwen's House_

Gwen stared at the ceiling of her room. Her mind off to other places, particularly Ben. He was now an anodite. This will change a lot of things. His change in personality worried her. He was a little carefree before, but now he was completely carefree. There was also Verdona. She would surely offer him the chance to go to Anodine and learn to control his powers. Ben might accept without a second thought. When Verdona offered her the chance she said she would be gone for a long time in human years. Gwen was happy she wouldn't have to go but what about Ben? She remembered seeing him jumping in front of her to take the hit from Verdona. She couldn't help wonder if it was her fault Ben was an anodite now, and she didn't even thank him for taking that hit. _"i'm so weak" _she thought sadly._  
_

_Knock Knock Knock _Gwen jolted from her bed and looked at her window. There was Ben, waving at her. She got up and opened it. He flew in, picked her up, and twirled her in the air.

**"Hey Gwen, how are you feeling?"**

"Ben, what are you doing here?! My parents might be awake!"

**"C'mon Gwen don't be like that, you've been acting strange since my change." **Ben said with concern in his voice.

"What? Nothings wrong, but I want to ask you something. What's it like being an anodite?" Gwen asked with curiosity in her voice.

**" It's indescribable, in a good way. I might have to make up a new word just** _**to**_** describe it. Awesomidable? No too long."**

"Ben i'm serious."

**"Well, it feels right. Before I felt like there was something in me that was about to explode, but now I know what it was. Unleashed power was in me, power I didn't even imagine. Seriously I never used to say these kind of words, I am absolutely sure this change gave me a brain boost**." Ben said offhandedly

"Ben, did Verdona ask if you want to go to Anodine with her?"

**"No, why. Do you want to go?"**

"No but will you go? You've changed Ben, and not just on the outside. Do you even want to keep searching for Grandpa?" said Gwen as she sat down, grabbed her knees, and stared at the ground with a sad expression.

**Gwen I won't lie. I'm interested in what Verdona might offer, but I will never give up our search for Grandpa. I may have changed, but I'm still Ben."**

"Then promise me that you won't leave me."

**"Gwen"**

"Please Ben I need to be sure." Gwen said with desperation in her voice.

**" I don't know Gwen. Verdona told me what happens to an anodite who uses their full power without mastering it. They get overwhelmed by the power and forget about their life before they awakened it. I don't want to forget you Gwen."**

"Oh." said Gwen as she looked down.

**"All I can promise you is that I won't leave until Grandpa is back."**

"Ben."

**"Yeah?"**

Gwen ran up to Ben and hugged him. "Thanks. I mean it."

As she looked up at his Glowing face, she couldn't help but feel mesmerized. His body gave off a calming feel that almost made her want to be an anodite. Almost.

Only one thought was going through Ben's mind. **_"Why is she looking at me like that?"_ **As he was about to ask why she was giving him that look, his eyes went wide with her next move. Gwen put her mouth to his and shoved her tongue into his mouth. It felt like she was kissing mana, well she was, as anodites are compressed mana.

Ben reacted like his ten year old self pushed her off and questioned her. **"Whoa, whoa-whoa-whoa-whoa-whoa-whoa-whoa. Whoa. What was that?"**

"I-It was nothing, I just slipped an-"

**"Fell to my mouth? I can't believe it, you like me! HAHAHAHAHAHAHAHAHAHA!"**

"S-Shut up I don't!"

**"It's okay Gwen I like you too"**

"It's not like th-" she was cut off when Ben kissed her. Gwen moaned into the kiss as pleasure erupted from her stayed like that for a while then pulled away from each other.

"Wow." Then a thought occurred " Does this mean we're a couple now? I don't think our parents would approve"

**"Who cares what they think? Besides I don't have DNA, well maybe Dad's life energy, but their opinion won't affect our relationship. Only ours does."**

Gwen smiled and hugged Ben. "I love you. Dweeb." **"I love you too"**

As Ben released her, he opened the window and was prepared to take off back to his house when Gwen grabbed his hand.

"Don't go, stay with me tonight."

**"Are you sure?" **she nodded. **"OK."**

Ben then picked her up bridal style and set her down in her bed. He got in with her soon after. "Goodnight." **"Goodnight."**

Gwen put her head on Ben's chest and Ben wrapped his right arm around her shoulders. They soon fell into a blissful sleep after.

_ MORNING_

AAAHHHHHHHHH! The scream made Ben and Gwen's eyes shoot open. "Verdona what are you doing here!?" screamed Gwen's mother.

Ben got off the bed and waved at her. **"Ugh, hi." **he then flew out the window.

_ BEN'S HOUSE_

BENJAMIN TENNYSON GET DOWN HERE! screamed Ben's mother.

**"Aw crud" **said Ben.


	4. Chapter 4

**Don't own Ben 10**

**"alien talking"**

**AN:Gwen's parents will be referred to as Frank and Lili and Ben's will be Carl and Sandra**

Ben was panicking. He fell asleep in Gwen's house and was caught.(thank god Aunt Lili mistook him for Verdona.) Not to mention the fact that he and Gwen were hugging each other. Judging from Sandra's screaming of his name, she was mad. Gwen's parents must have found out it was him and called his house.

Sandra ran up to Ben's door and opened it.

"Ben did you hear-" she yelled before she stopped and scanned the room. He was nowhere in sight.

"Ben are you in hear!?" she yelled again. There was no answer. Sandra then proceeded to check his closet, under his bed, and outside his window. There was still no Ben.

"When I get my hands on him I'm gonna rrrgh!" she declared angrily while she slammed the door. As her footsteps became fainter and fainter, there was a bright flash of light and Ben appeared.

**"Phew, that was close."** he said, then search his body. **"Thank you Grandma Verdona for teaching me that trick."** Ben said to himself thankfully. **_"Still can't believe i got that on the first try though. I guess Anodite powers comes naturally to me. Wait, I _am_ an_****_ anodite!"_ **Ben then face palmed, dreading his own idiocy.

**"Well, time to start the day!" **Ben chirped happily. He made his way to the bathroom, all while floating the whole way. He opened the door before stopping.

_**"I don't need to use the bathroom. What about brushing my teeth. Does energy even have a scent?"**_mused Ben. He then exhaled into his palm and took a whiff. It smelled like...nothing. As his question was answered he floated down to the breakfast table. Carl was eating some toast and reading the newspaper and Sandra washing the last dish in the sink. Ben always found it weird that his parents want him to call them by their names. He's gotten used to it but it was still weird. A lot of things were weird these days.

**"Morning." **Ben said. Sandra looked at him angrily and Carl...just looked at him.

"You know, Aunt Lili gave me a call about an anodite in Gwen's room." said Sandra as she sat down.

Ben's face was emotionless but on the inside he was freaking out. **_"Dang it! I forgot about that. OK Ben they expect you to lie. Just play it cool. Yeah, coooooooll."_**He then spoke.

**"Yeah I was at Gwen's house. I was sleeping when I felt a disturbance in the life energy force. _Yeah that's right. _I went to investigate and it turns out it was coming from Gwen's house, specifically her room. She was having a nightmare and my presence seemed to calm her. I kept watch over her and fell asleep, sorry. _Nailed it!"_**Ben mentally praised himself.

Carl looked at his son. "Do you expect us to believe that?" he said with his eyebrow raised.

Ben waved the comment of. **"It's an anodite thing. Grandma said you wouldn't understand. Anyway I'm gonna go meet up with Gwen, gonna get some smoothies."**

"But we have breakfast here." Sandra said, trying to make her son stay.

**"I don't need to eat anymore, But I love the taste of smoothies so SEE YA! **Ben said as he opened the patio door and flew away.

"We'll get him later." Carl assured his wife.

**_Gwen's House_**

Gwen sighed. She was almost grounded because she was caught with Ben in her bed. She had to make up a lie about a disturbance in the energy life force that came from her. Gwen didn't know that Ben coincidentally told the same lie from a different point. She stared at her reflection in her mirror. Every time she did she saw an anodite version of herself. The possibilities of what she could do was limitless. Maybe she should consider Verdona's offer after they find Grandpa. Gwen was jolted from her thoughts by Ben flying into her bedroom from her door.

**"Hey Gwen, Let's go to Mr. Smoothies!" **said Ben as he hefted her up, twirled her in the air and gave her a quick kiss.

"Ben, it's morning time." said Gwen as she gave him the are-you-kidding-me-look.

**"So? Oh that reminds me. We need to talk about who's going to wear the omnitrix. Someone has to do it since I can't sooo, you?" **asked Ben.

"What about Kevin? I'm sure he wants to wear it." said Gwen.

Before Ben could answer Lili's voice came from the other side of Gwen's door. "Gwen, a boy named Kevin is at the door. No funny business OK?"

Gwen ran to the front door while Ben floated and sure enough, standing there was Kevin with an unhappy look on his face.

"This stupid what doesn't work!" said Kevin with an angry voice.

"What do you mean?" asked Gwen.

"When I put it on, nothing happens. I can't turn into any aliens. Maybe it went defective when your body was destroyed Ben." said Kevin.

"Let me see it." said Gwen as she took the watch from Kevin. She turned it around and pressed a few buttons but nothing happened. After a few more inspections she snapped it on her wrist and looked at it. The watch face then popped up, surprising all three of them. Gwen then pushed down on it but nothing happened.

**"Well that sucked." **said Ben.

Just then the omnitrix symbol turned blue.

"What's happening?" asked Gwen with worry.

**It's just like when I put the omnitrix back on." Ben said.**

The watch then made beeping noises. It got enveloped in green light that blinded them for a few seconds. When it died down, everyone drew shocked faces. The watch gained a new look. It was sleeker than the last and was also thinner. It looked more like a arm band than a watch. The colors didn't change at all.

"Why didn't it work for me!? I've been trying to get it to work all last night!"

"Maybe it has something to do with DNA. Grandpa was said to be the best plumber there ever was so maybe Azmuth originally intended him to wear it. Since me and Ben's DNA are close enough, we could use the watch. Well that's my theory." said Gwen as she looked at the omnitrix.

"Aw man." said Kevin with disappointment in his voice.

**"Don't be sad Kevin. You still got that absorb thingy." **said Ben as he playfully nudged Kevin.

"Shut it." replied Kevin.


	5. Chapter 5

**Don't own Ben 10**

**"alien talking"**

**"Sooo, let's go to Mr. Smoothy." **said Ben. The gang had just been staring at the omnitrix on Gwen's wrist for a good minute.

"Think Tennyson! What would people do if they saw an alien drinking smoothies." said Kevin with an annoyed expression.

**"Oh. Didn't think about that." **said Ben. When it comes to smoothies, Ben would only focus on drinking them, or finding one to drink.

"Uh, guys. The watch won't come off." said Gwen as she was tugging on the watch. Ben and Kevin looked at each other.

**"Of course it won't come off Gwen. It happened to me so it will happen to you."** replied Ben.

As their conversation was going on Verdona, in her human body, floated down toward them.

"Hey kiddos!" she said as she waved.

**"Grandma!" **yelled Ben as he hugged her.

"Hi Grandma." said Gwen. Verdona patted her on the head. At first, Gwen was Verdona's favorite since she inherited her Anodite powers, but lately the scale has been "tipping in Ben's favor. If she can get Ben to go to Anodine with her, then he will be her favorite for sure.

"Um, Grandma, I don't want to sound mean but why are you here?" asked Gwen.

"Oh I just wanted to ask Ben a question." said Verdona as she turned to Ben. "Would you like to go to Anodine and learn about your powers?"

**"I do." **said Ben. Verdona smiled.

**"But not yet."** He continued. Verdona's smile dropped.

**"When we find Grandpa Max, I'll go."** Verdona had a disappointed look on her face but it then morphed into one of understanding.

"Alright then. I'll be waiting." said Verdona.

**"By the way, can you teach me to take on a human form? Mom and Dad still want me to go to school."** said Ben begrudgingly. Why would he need school? He's technically immortal. He could learn a lot more out in space than Earth. **_'Wow, Grandma wasn't lying when she said Anodites were free spirited. I'm having thoughts about ditching Earth right now!'_ **Ben thought.

"Oh that? It's easy." said Verdona. She then started whispering in her Grandson's none existent ear. Meanwhile Gwen and Kevin were just staring at the two.

**"Really? It's that easy?" **asked Ben. Verdona nodded.

**"OK here goes nothing." **said Ben. He was then enveloped in purplish pink light. It was a little blinding but died down after about three seconds. There stood Ben, wearing his same old green jacket, blue jeans, and converse.

"It feels like I'm wearing a suit. Well a meat suit." said Ben as he inspected his body.

"You'll get used to it kiddo. By the way, I'll be visiting more often just in case you changed your mind about Anodite training. The door is always open for you too Gwen. Bye-Bye now." said Verdona as she disappeared.

"Well now that that's done, to Mr. Smoothy! said Ben as he pointed to Kevin's car.

_MR. SMOOTHY_

_"_So what are we gonna do next?" Asked Kevin as he took a sip of his smoothie. The gang was sitting on the benches at the Mr. Smoothy. Ben was already through his fifth large cup. Seriously it was like he ran on smoothies. Plus with Mr. Smoothy's weird flavors, knowing what he was drinking was would make you wonder if he had taste-buds.

"We have school tomorrow." said Ben with a deadpanned expression.

"I know that idiot. I'm asking what's our next move against the DNAliens." said Kevin.

"We'll have to be patient. We'll think of something and we won't rush into the heat like fools. Not again." said Gwen.

Meanwhile Ben had a thoughtful look on his face. He was supposed to do something but couldn't put his finger on it.

_'Fools, Tools, Jules! I forgot to call Julie! Wait, I'm not in a relationship with her anymore. Guess I should break it off with her.' _mused Ben.

"Hey guys there's something I have to take care off. I'll call you later." said Ben as he got up and flew away.

"Whats wrong with him?" asked Kevin as he looked at Gwen with a raised eyebrow. Gwen just shrugged.

_TENNIS COURT_

If anyone were to go to the tennis court they would find Julie Yamamoto hitting a tennis ball to a wall over and over and over. He had been dating Ben for a few days now. It was great! He was actually supposed to call her last night but she won't let that bother her.

"Hey Julie. We need to talk." a familiar voice called from behind her. She turned around and standing there was her boyfriend, Ben. Something was off about him though. The look on his face said something was troubling him.

"Hi Ben!" said Julie as she wiped her face with a towel. "You didn't call me last night, did something happen?"

"Sort of." was Ben's reply.

"Well we can talk about it now that I'm done." Julie said. She then inched her head forward to kiss Ben but he stopped her.

"Like I said we need to talk. This relationship won't work out anymore." Ben said as he looked at the ground.

"W-What-Why?" asked Julie.

"There's someone else, and I think I love her. We can still be friends though." said Ben as he extended his arm.

"OK, friends." said Julie as she wiped her eyes and shook his hand.

"I'll see you later." Ben said. He turned around and exited the tennis court, while Julie stared into his back, a small scowl on her face.

_BEN'S HOUSE_

Ben sighed as he dropped onto his bed. Before he could even think of what to do next his cell phone rang. It was Gwen calling him. He answered the phone and spoke.

"Hey Gwen whats up?"

"Hi Ben, can you teach me how to use the watch? I mean the alien's powers." Gwen asked.

"Sure, I'll be right over." He replied.

"Meet me in the woods." Gwen said, then hang up her cell phone.

_A SECLUDED AREA IN THE WOODS_

Ben tapped his foot impatiently. He just got in the woods minutes ago and there was no Gwen in sight. He was never one for patience. As he heard leafs crunching and sticks breaking, he turned to the left and saw Gwen approaching.

"Gwen what took you so long?" asked Ben with an annoyed expression.

"I walked." said Gwen with a deadpanned look.

"Anyway, which alien are you having trouble with?" Ben asked.

"The blue moth one." replied Gwen

"It's Big Chill. _Big Chill! _And you have to say the name when you transform." Ben educated.

"OK OK! I'm having trouble with Big Chill. How do you phase through stuff?" said Gwen.

"Listen carefully. First you..."

After several hours of playing school, the day soon turned night. Ben and Gwen decided to lie on the grass, gaze at the stars, and talk.

"You know, Julie called me today." said Gwen.

"Oh yeah sorry. When we decided to date, I forgot Julie and I were already dating." said Ben with an apologetic look.

"It's not entirely your fault. I forgot too. But Julie said something that had me thinking. She said you loved the other girl. Do you love me Ben?" said Gwen as she stared deep into Ben's eyes, looking for an answer. Be interlocked his fingers with hers.

"I do." He then kissed her. Both went into a world of passion and love,their tongues battling for dominance all the while. The two wee in pure bliss. Gwen got on top of Ben, straddling his chest before a thought popped into her head. She pulled away.

"Ben, go into Anodite form." She said. Ben gave her a questioning look.

"Just do it." Gwen said with finality. A bright, purplish pink light enveloped Ben. When it died down, Ben's skin and clothes lied on the ground as if it were a costume. Well the clothes were. Floating above her was Ben in his Anodite form. Gwen then tackled him, giving him full on mouth to mouth. Ben was happily confused, wondering why his girlfriend wants to kiss his real body, but not really caring. Gwen felt at peace for some reason. It was like your the first time she kissed Ben's real body. She wanted to stay like this for eternity, but she needed to breathe. Gwen pulled away and took in some much needed air.

**"Whoa."** said Ben.

"I know." said Gwen with a dreamy look. What Gwen didn't know was that Ben was ogling her body. Not in a sexual way but just staring. In Ben's vision her body was an Anodite's. It was the result of them kissing. Ben could now see the Anodite inside his girlfriend.


End file.
